WARRANT AGREEMENT NGTV and Warrant AgentWarrant Agreement • June 5th, 2006 • NGTV • Cable & other pay television services • California
THIS AGREEMENT dated as of , 2006, between NGTV, a California corporation (the “Company”), and U.S. Stock Transfer Corporation, a transfer agency located in Glendale, California (the “Warrant Agent”).
NGTV a California corporation UNDERWRITING AGREEMENT [6,032,591] Units, each Unit consisting of One (1) Share of Common Stock and One (1) Redeemable Common Stock Purchase WarrantUnderwriting Agreement • June 5th, 2006 • NGTV • Cable & other pay television services • Florida
Capital Growth Financial, LLC 225 NE Mizner Blvd., Suite 750 Boca Raton, Florida 33432 As Representative of the Underwriters named on Schedule A hereto
NGTV a California corporation [6,032,591] Units1 Consisting of One Share of Common Stock and One Redeemable Common Stock Purchase Warrant AGREEMENT AMONG UNDERWRITERSNGTV • June 5th, 2006 • Cable & other pay television services • Florida
Capital Growth Financial, LLC As Representative of the several Underwriters named in Schedule I hereto 225 NE Minzer Blvd Suite 750 Boca Raton, FL 33432
CAPITAL GROWTH FINANCIAL, LLC 225 Mizner Blvd. Suite 750 Boca Raton, FL 33432 SELECTED DEALERS AGREEMENTDealers Agreement • June 5th, 2006 • NGTV • Cable & other pay television services • Florida
SUBSCRIPTION AGREEMENTSubscription Agreement • June 5th, 2006 • NGTV • Cable & other pay television services
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of April ___, 2006 by and between NGTV, a California corporation (the “Company”) and , LLC, a Delaware limited liability company (the “Subscriber”).
NGTV AND CAPITAL GROWTH FINANCIAL LLC FORM OF REPRESENTATIVE’S OPTION AGREEMENT FOR UNITS Dated as of _________________, 2006’s Option Agreement • June 5th, 2006 • NGTV • Cable & other pay television services • Florida
REPRESENTATIVE’S OPTION AGREEMENT FOR UNITS dated as of , 2006 among NGTV, a California corporation (the “Company”) and CAPITAL GROWTH FINANCIAL LLC, the representative of the underwriters, a Florida limited liability company (hereinafter referred to variously as the “Holder”, “Underwriter” or “Representative”).
Warrant to Purchase of Common stock of NGTV (Void Five Years After Issuance)NGTV • June 5th, 2006 • Cable & other pay television services • California
This certifies that , or its assigns (the “Holder”), for value received, is entitled to purchase from NGTV, a California corporation (the “Company”), subject to the terms set forth below, the number of shares equal to $ divided by the Exercise Price of fully paid and nonassessable shares (subject to adjustment as provided herein) of the Common Stock of the Company (the “Warrant Shares”) for cash at a per share price equal to: (i) two-thirds of the per unit price in the Company’s initial public offering (“IPO”) of the Company’s Common Stock, if the Company’s IPO occurs prior to August 13, 2006 or (ii) one-half of the per unit price in the Company’s IPO, if the Company’s IPO occurs on or after August 13, 2006 (the “Exercise Price”), subject to the provisions of Section 1.1 and Section 3 of this Warrant, at any time or from time to time up to and including 5:00 p.m. (Pacific Standard Time) on April 18, 2011, such day being referred to herein as the “Expiration Date,” upon surrender to the
FORM TEXT FOR WARRANT NGTV [FACE SIDE]NGTV • June 5th, 2006 • Cable & other pay television services
This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.
